


What's Left

by CATIM



Series: Five Toons vs The Inkpocalypse [1]
Category: Bendy and the Ink Machine, Cuphead (Video Game), Disney - All Media Types
Genre: Action, Adventure, Apocalypse, Attempted Murder, Cults, Dark Magic, F/M, Pre-Apocalypse, Racism, corrupted ink, crazy toons, different cartoon studios, or preventing the apocalypse, toons and humans coexisting, zombish actions
Language: English
Status: In-Progress
Published: 2018-05-02
Updated: 2018-08-29
Packaged: 2019-05-01 01:04:30
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence
Chapters: 7
Words: 15,751
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/14509131
Author URL: https://archiveofourown.org/users/CATIM/pseuds/CATIM
Summary: When the world is threatened by corrupted ink, it's up to five toons, each of different origins, to find a cure. Can they do it? Or will they too go mad with ink corruption? *GOING THROUGH MAJOR EDITTING*





	1. This Is All Just A Dream

**Author's Note:**

> I'm a big fan of apocalypse scenarios and thought of giving this idea a try. I have a lot in mind for this one but the thing is...
> 
> (ﾉ◕ヮ◕)ﾉ*:･ﾟ✧ I'm a slow writer

“Really? Again?”

 

Fenway Trickman the fox shook his head, disappointed but mostly annoyed. He eyed the strange cup kid, who had fallen asleep in his bar after a crazy night of drinking.

 

The kid had a tendency to gamble. From spatting dares at other inebriates, to insane drinking games for whatever they had in their pockets, there wasn’t a challenge he wouldn’t take. The games usually last six to seven rounds before the daring patrons give up their priceless heirlooms on the table. So far, the kid hadn’t lost a bet yet.

 

“You always have to show off, don’t you?”

 

Fenway watched the cup snore away in dreamland with his new treasures wrapped in his arms. This was, in fact, the fifth time this month he fell passed out drunk on his counter. His brother used to show up by closing time to take him home. But lately, Fenway hadn’t seen the blue cup brother, let alone hear anything new about him. He could only guess the two had a falling out recently.

 

“Hey boss, want me to throw him out?” The fox looked at his bouncer, an ox twice his size and triple his muscle mass. Throwing the kid out would be as easy as taking out the trash. Fenway waved him off.

 

“Nah, leave him be. I’ll wake him up before closing. I want to give his brother a chance to show up,” Besides, it wouldn’t feel right kicking a teenager out into the night by himself.

 

The ox shrugged, said goodbye then went out the front door. The bell jingled behind him. It was only him and kid now. Another day at ‘Fox in the Hole’ came and went with the same faces, same stories and by the end of the day left with at least one drunk head down at his bar. The usual.

 

Fenway stuck his paw into the small pocket of his vest, craving a cigarette. His anxiety spiked when his palm came out empty, already forgetting to had thrown away the last pack yesterday to stop smoking cold turkey.

 

“Dang it,” The fox scowled. He hadn’t come up with a substitute for his nicotine withdrawal yet, and he was already having the jitters. _‘Why couldn’t I have waited next week to do this? Should I go down to the store, or is it too late.’_ Even if the store was open at this hour, he would still have to wait until the kid was picked up first. As much as he didn’t want to, it was the right thing to do.

 

Fenway growled his frustration. “You can be such a nuisance sometimes. Why do I even risk my bar licenses for your stupid ass?” He vented at the sleeping cup.

 

The cup responded with a loud snore and adjusted his odd shaped head into the pillow of his arms. Unconsciously, the fingers of his right hand clenched into a finger gun. “Got-cha..” He mumbled in his sleep and pulled his lips back into a slick smile.

 

Fenway rolled his eyes and mumbled a few choice words toward the delinquent as he stepped outside to get some fresh air. Cold, crisp autumn winds brushed the fur on his face. He sucked in a lung full as it picked up, breathing in and out the air evenly.

 

“That’s better,” He relaxed. “I’ll pick something up after closing. Maybe a drive-thru. That should help.” Another gust of cold wind pushed him from the back, making him shiver and hug his coat.

 

Fenway looked out at the street in front of his bar. He found it strangely quiet, much too quiet for a bustling city like Toontown. In fact, the sidewalks were completely empty. Where were the people, the late-night workers, and the party animals staying out until dawn? It looked like a damn ghost town around here!

 

Fenway grimaced. He shivered again, but because something didn’t feel right.

 

Suddenly he heard a sound from the alleyway tucked between his bar and the tattoo parlor next door. Slowly, a thick shadow came staggering out.

 

“What the…Hello? Do you need help?” He called out to it.

 

The shadow cocked its head in his direction and giggled creepily.

 

“Uh, are you lost?...” Fenway stepped back. The figure had quicken its pace and was running straight for him. The fox's heart hammer against his ribcage. _‘What the hell is wrong with this guy?’_ No one sober walks this strangely or laugh like a loony on the streets. Were they drunk? On some type of new drug? Fenway nervously looked back at his bar.  _‘No. Somethin’ ain’t right here. Run inside, now!’_ And yet, his body hesitated. It was too late.

 

A hand grabbed for his neck and closed around his windpipe. Fenway yelped as thick wet fingers lifted him off his feet. He struggled helplessly in an iron grip. “Let go!” He kicked at his attacker and clawed at the hand strangling him. The figure laughed at him more and then stepped into the neon light that illuminated ‘Fox in the Hole’.  

 

**“Fenwaaaayyyy, I found yooou~”**

 

The fox froze. He stared wide-eyed and horrified at a familiar face. Gasped and sputtered, trying to form words. But choked. “Tibert?”

_‘Tibert the cat!?’_

A Toontown police officer and a ‘Fox in the Hole’ regular, Tibert was a dear friend of Fenway Trickman. The cat was just at the bar earlier that day and gave the fox another one of his long lectures about allowing a minor into the bar. He never rats him out to the police station, however. A childhood of good memories and fear of seeing his only friend locked up has kept him quiet. so nothing ever changes.

The officer still had his cobalt blue uniform on with the gold badge he’d flash so often. The uniform had ink stains, everywhere.

**“I found you, I found you! Up to no good again?~”**

Fenway didn’t answer. He was too scared.

 

This thing that held his neck and spoke strangely to him looked like his friend, but he didn’t want to believe it. Tibert would never act violently unless it’s needed. He would never randomly attack someone. His eyes never leaked ink and bulged madly in their sockets…his smile was never grotesque.

_‘He’s bleeding ink! His eyes and his mouth…Oh stars, what happened to him? Will this happen to me?!’_

 

Fenway shook in his captor’s grasp, fearful for his own life. He struggled anew against the cat, kicked and scratched and even tried to bite at the officer’s fingers. Then something caught his eye.

 

“N-no..” The fox felt the pit of his stomach drop. He fought harder, now desperate to escape as several shadows emerged from behind buildings and corners. All of them were laughing, like a pack of hyenas, closing in around him.

 

**“Do you hear them? Those wonderful sounds? They’re coming to take you away, Fenway. At long last, you are going to get what you deserve~”**

Fenway’s stomach suddenly lurched, and he gagged on a bitter black taste filling up his lungs, making the poor fox break into a coughing fit. The amount of ink and spittle he sprayed across the officer’s clothes was horrifying.

**“Did you really think you would get away with breaking the law? After I warned you countless times!”**

“Stop…please.” _‘I can’t breathe.’_

He couldn’t see, either. Darkness had encroached his vision where he could only see blurs. Fenway felt a thick wetness running down his cheeks and knew, to his horrible dismay, it’s wasn’t tears.

 **“You’re not getting away this time, Fenway!”** The thing that looked like Tibert laughed again, and the other figures around them followed suit. **“You have debts to pay~”** Fenway couldn’t do anything to stop this. His eyesight was practically gone, and his last bit of strength was used struggling. Even his hearing was failing him, reduced to a distant thudding at the back of his mind that was gradually fading. The last thing the fox heard was endless laughter from deranged toons.

 

* * *

 

 Cuphead opened his eyes, though he did not want to get up yet. A hammering headache reduced the chance to fall asleep again. “Ugh. This sucks,” He lifted his head from the table, yawning.

“I was having such a good dream too, heh heh, gunning down the Devil for a second time. Hey, Fen you wanna hear— Huh?” Cuphead blinked. The front windows were flooded with sunlight. Its buttery warmth blanketed across the floorboards, exposing the dust particles and everything else the cheap overhead lights couldn’t shine. He looked around the empty bar confused as he registered the time of day.

 

  _‘Morning? Then what am I still doing here?’_

He called to the kitchen. “Hey Trickman, what gives? Why didn’t you wake me up? You could've let me use the lounge couch or something.”

No response.

“Fenway?”

Unsteady, Cuphead stood up. The won treasures that were under his arms fell to the floor. The gold coins, rubies, and jewelry. _‘Crap! Watch what you’re doing, clumsy.’_

He leaned over the pile and pocketed a handful of coins and a few shiny rubies. ‘ _Rent money’_ Cuphead thought.

“And I bet I can get some dough from this,” He lifted a gold pocket watch by its chain, letting it dangle and twist in his hand. Aside from a little rust around the links, it looked decent for a fair price. There had to be an antique shop somewhere that would take it. Cuphead put the watch in his pocket and left the rest of the treasure behind for a tab he's sure to have.

 

“Hey, I’m leaving some extra coin to pay off what I own, check it out. And it wouldn’t kill you to say thank you,” He called to the back again, and still no reply. “The heck are you doing back there?” Cuphead glanced behind the empty bar and smiled devilishly to himself.

“Ok, since you’re not here, I guess you wouldn’t mind if I take a bottle or two for myself.” He said loudly. Fenway once made it clear that he would wring his neck if he caught him behind the counter. Cuphead waited for the string of curse words, the stomp of boots of an angry fox bursting through doors. Nothing.

 

“Fen?” The cup furrowed his brow. _‘Where is he?’_

Despite the warning, he marched behind the counter and through the swinging door that led to the back, now feeling very unease. He checked the kitchen. “Fen?...Fenway?” He checked the storage room. “Hello? Anyone?” He went out the back door and even checked the alleyway where employees smoke. “Marco!...”

No response, and no sight of anybody either. The ‘Fox in the Hole’ was missing its owner. ‘ _No way! Did he actually leave me here alone?’_ That doesn’t sound like something Fenway would do at all. The fox was irresponsible but not stupid. He wouldn’t leave a wasted teenage alone at his beloved bar, the only thing he has going for him. Unless something happened…

Cuphead tensed up as the uneasy feeling in his chest only got worse.

 

“What the hell?”

He stepped out of the alley and looked around, completely baffled. It was almost mid-morning. Traffic should still be bumper to bumper. There should be crowds of people on the sidewalks right now walking to their destinations, and yet he couldn’t find a single soul anywhere. _‘What the heck is going on? Where is everybody?’_ Cuphead walked at a snail pace crossing the street outside ‘Fox in the Hole’ and looked down the deserted roads from his left and right.

 

He hated the crowds in Toontown, it was the only thing he dreaded living in the big city. Fortunately, when the sidewalks were too clogged, there were ways to get around, even if they were dangerous ways and sometimes pain in the ass to pass if the thugs felt confident. He should be happy to see this part of the city quiet if it was not so unsettling... and impossible.

 

All the brick shops lined down the sidewalks were dark and lifeless. Maybe it’s because he’s in shock, or maybe he didn’t want to believe this was happening, but Cuphead thought up excuses.

_‘It has to be a Toontown holiday, that’s why everyone closed shop. Yeah, and I bet there’s a parade a couple blocks from here. That’s where Fenway is…and everybody else. I just missed the memo, that’s all.’_

Then shouldn’t he hear a parade? The only sounds he picked up were the fierce autumn winds. No voices, no drums or loud trumpets, everything else around him was quiet. Not to mention that it is highly improbable everyone would be at the same place at the same time.

 

 _‘Or I’m still dreaming. Yeah, yeah, that makes more sense. I’m still at the bar, head down, and I bet Fenway is ready to throw me out. I just need to wake up, and this…strange nightmare will be over’_ he thought.

Cuphead squeezed his eyes shut. ‘ _Ok, on the count of three I’m going to open my eyes, and when I do, I’ll wake up. One…two…’_

“Cuphead, is that you?”

 

His eyes opened and he turned. “Fen!” All Cuphead’s worries washed away for a moment and he smiled, thrilled to know he wasn’t alone after all. Only then realize that something very very wrong. “…Fen?” He backed away from the fox. 

 

“Kid, I’ve been looking for you…”

 

Not only were there ink stains blotching Fenway’s clothes, but the dark liquid oozed from between his canines and behind his eyes, running down his cheeks. He wasn't looking directly at Cuphead either. He wasn't looking directly at Cuphead either. Instead at the ground with his head down, like a puppet hanging from the strings, while long black strands of spit oozed from his lips onto the concrete.

"There’s something I want to tell you…” The fox spoke through ink and saliva. His voice was oddly deep, and a bit raspy, as if he had been screaming for hours before Cuphead showed up.

 

Cuphead curled a shaky hand, finger gun ready.

 

“I want to tell you…” Fenway’s blank gaze darted up from the ground to the surprised toon. “that you are going to die…you **stupid, lousy, good for nothing _brat.”_**

 

_‘Ouch. Haven’t been called that one before.’_

“Whatever. You’re not the real Fenway.” Cuphead raised his finger gun at the fox. Any other toon would have hightailed down the sidewalk after hearing a death threat from someone covered in ink. But not him. He fought the Devil himself and would do it again. This psycho may have startled him, but no way was he going to run!

Besides, this is all just a dream anyway.

“I ain’t scared of you; you’re just a nightmare created by my drunk imagination. But hey, don’t let that stop you from trying anything. In fact, I dare you to come near me and see what happens,”

 

The fox broke out in wet laughter. **“Cocky as always, that Cuphead. Never thinks before opening he stupid mouth.”** With every word, more ink dripped from his tongue and pooled at his feet. “ **I’m sooOOOoo sick of your attitude,** **kid.** ”

 

Cuphead grimaced. What was even worse than the sight was the smell. Like burning plastic, the chemical aroma was coming off strong. “Don’t call me _kid_. I already told you, you’re not the real Fenway. Now hold still so I can aim for your head.” He said, and the tip of his finger gun began to glow a radiant blue.

 

The fox laughed again, somehow sounding more deranged than before. **“You’re going to die; you’re going to die~”** He sang, loud and maniacal. “ **I’m going to stab you, and you’re going to die! And if I don’t succeed someone else will take the lead. In this dark magical ink fill fantasy! ~”**

_‘What the hell did I drink to get this whacked up nightmare?’_ “Alrighty then, I think I had enough of this craziness,” Cuphead aimed his finger at the fox’s forehead. At this range, he had a clear shot. “I’m going to shoot you now, anymore crazy BS you’d like to share before I do?”

Fenway stopped immediately and looked surprised for a moment. Then he hardened his face to a gruesome scowl. **“Shoot me, you say? How many bullets you have? One? Two? Five hundred? Ten Thousand! Are you faster than me, Cuphead?”** The fox pulled a knife from his coat. He tossed it from one hand to the other and stalked toward the cup. **“Can you shoot me before I can stab you? I bet you can’t!”** He snarled.

 

Cuphead gritted his teeth. The sudden aggression in the fox made him hesitate. He was still pointing his finger gun at him, his magic intact at the tip of his index finger, but something was holding him back now from shooting the crazy toon. “I’m serious, I’ll shoot you!” Cuphead shouted to sound daring, even though his hands trembled with growing fear.

**“Shoot me! Shoot me then if you have the guts!”** Fenway cackled as he walked with the knife in his hand. Cuphead could only smell the foul ink coming off him now. It nauseated him.

Nervously, he staggered back to get away from the crazy toon but stumbled on a two-inch crack that ran along a broken sidewalk block. He fell backwards, hitting his back first and then his head on the hard concrete, losing focus on his magic. As stars danced across his vision, Cuphead pushed himself up into a half-sitting position and saw Fenway loomed over him with the pocket knife pointed at his face.

**“Or better yet, how about I just kill you!”**

Fenway reeled his arm back, getting ready to plunge the knife into Cuphead’s chest. Cuphead threw his hand up defensively, unable to stop what was about to happen. Time seemed to slow. He closed his eyes as the knife came at him.

 

Suddenly, something flashed. **“ARRRRRGGGHHHH”**

Cuphead opened his eyes, wide, and stared at Fenway as he writhed under intense sparks of electricity. The knife fell from his hand. He sank to his knees screaming a horrible, raspy, noise that sent shivers down Cuphead's spine. Then something shot Fenway’s middle, a messy blast of what looked like…blue paint? A last cry spurted from his mouth. Looking down at Cuphead, there was shock and confusion and maybe fear in his face. And all at once Fenway collapsed to the ground and finally fell silent.

 _‘Dead?’_ Cuphead was unsure. He kicked at the ground, scrambling to get back on his feet, but his legs were like Jell-O, and his hands wouldn’t stop shaking. His heart drummed wildly in his chest. He kept telling himself, _‘This is all just a dream, this is all just a dream.’_

 

Suddenly, there were voices.

“I thought you turn down the setting!”

 

“I thought I did! Ugh, this thing better not be malfunctioning again. Don’t worry I’m sure that shock didn’t...you know. And the other guy didn’t get hit.”

 

“We should still check if they’re ok,”

 

“Right. And then we need to start looking for a way out of Toontown.”

 

“I told you, we can’t leave until we find Bendy first.”

 

“What makes you think he hasn’t turned yet?”

 

Their footfall on the concrete circled him from both sides. Cuphead froze. _‘This is all just a dream; this is all just a-’_

And then he saw them— a mouse and a rabbit.


	2. The Worse Time To Meet Celebrities

**Notes for the Chapter:**

> Change of plan, I'm taking longer than expected.
> 
> Thanks a bunch for the likes guys! It warms up my ink heart knowing people like my work. ^.^

Fox in the Hole was not a popular hangout. Any young party that stayed after witnessing the lazy décor, barred the horrible reek of cigarette smoke and ignored the establishment’s major demand for repairs made Fenway’s day a lucky one. Otherwise, his customers were all the same old, single, good-for-nothings looking for cheap thrills. This included challenging the unbeatable Cuphead in a drinking game of your choice.

 

Cuphead had a money-making talent. He used it to take advantage of poor souls who were clearly not right in the head, but neither was he. Some bad choices in the past led him here. Some he regretted, others he still waits to regret. Though unlike his old life, he never bothered to remember names in Toontown aside from Fenway and his brute bouncer, Ollie Oxenfree. Names didn’t matter to him, their coins did. But there was one name he heard so often from slurred mouths; he couldn’t forget it if he tried beating it out of his head. Someone always talked, good and bad, about the famous mouse of Disney.

 

“You’re Mickey Mouse!” shouted Cuphead. He didn’t mean to sound starstruck, he barely understood what the mouse did for a living nor did he care. It was more shocking than anything. Who’d expect to encounter Mickey Mouse here? Of all people! And equipped with a very large paintbrush. Possibly borrowed from Disney’s rumored magic vault?

 

“And you’re…” Cuphead turned to the white and black rabbit holding a remote controller and frowned at his less popular face.

 

He remembered a newspaper header he saw years ago, long before he moved to Toontown, and long before he started drinking. It was a luxury to own a TV on the small islands in which he lived. Few people possessed one. Most of the news came from word of mouth or from the mainland newspapers that usually took two days to arrive. When the word came out that Disney had a former mascot, the rest of the world was already talking about it.

It had something to do with a deal with another company that called for the former mascot, who had apparently been hidden in Mickey's shadow all these years. He didn't read the entire story, but it was also difficult to forget the name printed in bold letters under the Disney logo. "Lucky Rabbit Oswald?" 

 

“Aha! see,” Mickey smirked at his partner. “and you were afraid people wouldn’t remember you.”

"Let's concentrate on the task at hand here, Mouse, before you say I told you so." Oswald wasted no time kneeling over Fenway's still body. His lips pressed into a hard line as he concentrated on the fox’s neck, feeling his carotid artery for a pulse. After a few tense seconds of sweat and silence, he breathed a deep sigh of relief. “Faint, but still alive. Thank goodness.”

Pleased with this report, Mickey turned to Cuphead. “What about you, are you alright? Can you stand?”

 

Cuphead nodded vigorously at them. “ Yeah, I ’m fine just give me a minute. I think I saw my life flash before my eyes.”

 

“I’m afraid we might not have a minute. That scream could have attracted the inkfected; it’s not safe here.”

 

“Inkfected?”

 

“That’s what we call them,” Mickey extended his hand to help him up. Cuphead grabbed it and pulled. Once he gained his feet, he got a better view of their conditions, which was not pretty. Mickey’s gloves were almost ripped to shreds revealing the grazes on his fingers underneath. Oswald had a butterfly bandage over a small laceration on his right cheek. Both were pretty scratched up and had several deep bruises spotting their arms and legs. They looked as though they ’ve just crawled out of a car crash.

 

“Them? Hold on; you’re telling me there’s more like him?” Cuphead regarded Fenway and visibly shuddered at his sprawled body. Ink continued to bubble from the mouth of the unconscious toon, puddling under his head, making his fur sticky. His teeth and the entire left side of his face now plastered in black. “What the hell is going on, what happened to Fenway?” Cuphead demanded. “Why did he try to kill me?”

 

The two Disney stars shared a look. Oswald gestured for Mickey to say something. The mouse reluctantly did, by throwing a question of his own back at the cup. “How long have you been wandering out here?”

 

“Not long. I—” _‘Woke up in a bar. After wagering with a bunch of drunks last night?’_ Even in thought that sounded embarrassing. “--I just woke up and everyone was missing. I have no idea what’s going on.”

“Join the club, neither do we,” Oswald sighed. “and we were knocking out these guys for a good portion of the night. All we know is everyone covered in this ink has gone mad, and they will do whatever it takes to get anyone who’s not inkfected. We’ve seen a group of them set fire to a hotel.”

 

“Holy…that’s crazy!”

 

“It was, we barely made it out,” Mickey said, then solemnly added. “The entire city is swarmed with inkfected.”

 

"Could be the entire land," The memories sent a shiver through Oswald. He creased his brow as if something struck him as odd. “I’m surprised you managed to sleep through the chaos.”

 

“Yeah,” Cuphead suddenly remembered the name of the last drink he chugged down: The Knock-Out. Living up to its damn name. “Guess I’m a heavy sleeper.” He chuckled, but it came out awkward and made his face red. He changed the subject quickly. “Are there any other non-inky people left? Or is it just us?”

 

Mickey’s shifted his gaze to the ground, his face stricken with worry. “We had someone else with us but, we lost him during the panic.”

 

“Actually, you lost him,” Oswald protested. “I was looking for the car.”

 

 “Doesn’t matter. Bendy is still out here somewhere.” Mickey retorted.

 

“He’s on his own then if he hasn’t become inkfected already. We have our own problems to worry about, like getting out of Toontown while we’re still normal.”

 

Mickey shot his partner a bitter look. “So, you’re suggesting we abandon him?”

 

Oswald glared right back. “Look, I told you how I feel about him, Mickey. It amazes me that you don’t find him at least one-bit suspicious after all this.”

  

“I never said I didn’t! He warned us this would happen, Oswald. Bendy’s the only one that knows what going on, that’s why we need to find him.”

 

“Why waste our time if this is already happening,” Oswald shouted. “Not like we can stop it now! Forget him; we should be focusing on a way out of Toontown. Disney could be in trouble.”

 

Mickey looked ready to shout back. His hands balled up as if he were about to but instead took a deep breath. “I’m worried too,” He said, seemingly calm. “But we are in Toontown, and Toontown needs help. What if there is a way to stop this and—"

 

“And you think that imp has all the answers?” Oswald interrupted with a harsh laugh. “I find that unlikely. All he was, was a warning, Mickey. It’s unfortunate that we lost Bendy, and if it turns out he’s not a bad guy like I’m making him out to be, then I wish him and anyone else still normal in this city the best of luck. But we should be focusing on _our_ home.”  

 

“I don’t get it,” Mickey shook his head,disagreeing. “Why are you being indifferent?”

 

“Indifferent!? How am I being indifferent, I’m worried about my wife!” Oswald stormed up to the mouse, getting real close to his face. “You’re just being stubborn.”

 

“Stubborn!?”

 

The stars clenched their hands into tight fists at their sides. They stood so close their noses were almost touching, and if their dagger glares could kill, they’d both be in trouble. Cuphead pushed in between them before it got ugly. “Guys, stop, this isn’t the place for this. You are going to attract unwanted attention.” 

 

Right on cue, a manic laughter split the air. The three toons whirled around.

 

“Inkfected.” Oswald cried.

 

Cuphead’s eyes went wide as dinner plates. There was a group of them, all laughing their mad songs of pain and torment while trailing ink across the road. They wore crazy grins that promised horrible things, had bulging-eye hostile stares, carrying weapons with sharp ends, wrapped in wires and spikes. Some already painted red with… _‘Oh no…no, no, no this can’t be real. This cannot be real!’_ These were all once normal toons?

“Run!” Mickey shouted. He didn’t have to say it twice. The two Disney stars darted in the opposite direction. Cuphead right beside them.


	3. Sometimes its better to say goodbye

**Notes for the Chapter:**

> Sorry, this took a while. A dear friend of mine just graduated with a bachelors degree so we've been hanging out a lot lately. We're planning our Alice Angel costumes for the next convention! Super excited!

“You know who we are, so what’s your name?”

Cuphead waited for the hyena laughter outside to fade out into the distances before whispering in his quietest voice. “Cuphead. Just Cuphead. I don’t follow those fancy ‘The’ names.”

 

Someone stifled a snicker. It was hard to see anything in the dark, but he had a feeling it was Oswald. “Sorry. It’s just; your name fits the profile.”

 

Cuphead gave a breathy chuckle. “I get that a lot.”

He curled his legs up to his chest to rest his arms against his knees and leaned his back against the cool stainless-steel walls. Beside him, he could sense Mickey and Oswald’s presences, but without light, he couldn’t see their faces. He wondered if they were just as freaked out as he was, or if they already consider hiding like this as the norm.

 

Together, the three of them hide in _Maribelle’s café_.

 

Nothing particular about the foundation screamed: ‘inkfected proof, come inside!’ Hell, with its stain glass windows and cherry wood plank walls decorated in overly cutesy flower pots and pictures of landscapes, they might as well have hidden in someone’s greenhouse. Any of those weapon wielding inkfected could break in without repercussion, which made Cuphead nervous the more he thinks how unsecured the place was. But it’s not like they had much of a choice.

 

The café just happened to be the first building they crossed clearing the corner. Mickey had yanked open the door, letting Oswald and Cuphead inside first then dashed in behind them. There wasn’t time to barricade the place. The inkfected was right on their tail, hunting them like a pack of hungry wolves as soon as they bolted down the street. They quickly ran toward the back before they were spotted through the windows and burst through a heavy door leading them into a windowless kitchen. There they sat in the dark, woozy and out of breath, waiting for the ghoulish sounds outside to go away.

An hour passed by. Cuphead had knots in his gut.

 

Each time he heard a noise anywhere near him, his heart launched into a panic mode and beat so heavily against his chest it would hurt, then gradually decline once he realized it was only Mickey or Oswald’s movement.

_‘I beat the Devil, dang it! I’ve been through Hell and back! Why is this freaking me out?’_

Cuphead tapped his fingers against his knees, the anxiety gnawing away at him. He couldn’t get Fenway’s face out of his head and the pain expression the fox had before he hit the ground, unconscious. For a second, he swore he saw Fenway’s true emotions and not the emotions of a murderous toon that almost killed him. As if Oswald’s remote somehow zapped some sanity into Fenway and he saw Cuphead through his eyes for a moment. If that did transpire, then he couldn’t imagine how confused and betrayed the fox must have felt. He was the last face Fenway saw, and he couldn’t do anything to help him.

 

Cuphead shivered at the thought. He tried shaking his head to calm down and clear his mind, but it only earned him a headache.

 

He couldn’t get over how surreal the morning has been.

It’s easy to believe there are cruel things like The Devil out to get him, especially with his reputation in Hell. But ink-infected people was not on his list to look out for. And if Toontown was this bad, then what of Inkwell Isles and the rest of Moldenhauer? Are they in trouble too? Could these things even reach the isles?

Cuphead stopped tapping his knee as another thought drilled into his head.

_‘Mugman.’_

 

It was almost a month ago when Cuphead used what little funds he had to help his brother get back to Moldenhauer. They had moved to Toontown about a year ago in search of a new adventure, but then it turned out Cuphead was the only one looking for the adventure. At some point, Mugman confessed to having enjoyed the easy life they had back at Inkwell Isles and missed it. Cuphead couldn’t disagree with his brother, the islands were nice. The Devil stayed in Hell. Everyone was their friend. Peace was restored. Life was good, but it was also boring.

Ever since they’ve defeated The Devil, Cuphead had a drive for action. He missed the adrenaline. The blood pumping feeling he felt beating up the biggest bad guys, and the always satisfying rewards at the end. He missed having to watch his every step, rethink his plans, feel the rush as he jumps into battle knowing any false move could end his life.

He missed it all. Mugman didn’t.

They argued for days. Neither thought separation was an option. Until, one late night, an incident almost got Mugman killed and finally made Cuphead understand it was better if his brother went back home.

 

Saying goodbye was the hardest thing he ever had to do but ended bittersweet. When the train rolled away with his young brother looking out the window, Cuphead shouted a sincere promise to stay in touch. Of course, this was before he broke his phone.

 

He imagined Mugman fighting on the isles, surrounded in this nightmare with nothing but the magic on his fingertips to protect himself and Elder Kettle. It wouldn’t be enough. Not to take out an island full of these things. Not by himself.

His brother, his own flesh and blood.

 

_‘Was he ok?’_

Cuphead couldn’t sit anymore. The curdled anxiety in his stomach drove him to stand up. Somewhere on his right, he heard Oswald whisper to him. “What are you doing?”

 

“I’m going to check outside.”

 

Quietly, he pushed the swinging door open. He peeked his head out into the dining area. A steady thorough scan told him it was safe. He looked over his shoulder at the two toons waiting for a response. “I think we're in the clear, guys.”

 

Cuphead stepped through the door first, then Oswald, then Mickey, each one tip-toeing out. The lights in the main area were still off, and nothing seemed broken or showed signs of a break in. The stain glass windows were still in one piece, which was a relief. For now, they were safe.

 

“Ok, let’s say we do find Bendy and he’s still normal. What would be your next plan, hm?” Oswald queried, keeping his voice low.

 

Mickey simply smiled at the rabbit. “Then we get out of Toontown and head for Disney.”

 

Silence fell for a moment. Oswald pinched the fur between his brows and grumbled. “Alright. Fine. We’ll look for the imp, but I’m giving it a day. If we don’t find him by tomorrow, I’m leaving. With or without you.” He said as he prods Mickey’s chest with his index finger.

 

Mickey’s smile turned into a playful smirk. “Fine. And when we _do_ find him,” He poked Oswald’s chest right back. “You have to apologize for being a jerk.”

The rabbit narrowed his eyes into thin slits of piercing anger but said nothing.

 

Cuphead chose this moment to speak his mind before they could argue again. “This Bendy character, does he really know what happened?”  

 

“Mickey is assuming he does,” Oswald murmured, turning away from the mouse. “He’s someone we ran into two days ago. I mean literally _ran into_ , the nutjob staggered onto the road as we were entering Toontown. He’s lucky my car only nicked him. Anyway, he started acting hysterical when we approached him. He kept saying Drew was in danger.”

 

“Drew, as in the Lost Town?” Cuphead had heard nothing more than ghost stories about Drew, never met anyone from or seen the town itself. There’s a reason it’s called the Lost Town. No one can find its location, not even on maps. The residents are said to never leave as well, which flaunts the egos of theorists who believed the place never existed despite the historical evidence.

 

Mickey nodded. “We were surprised too. It’s not every day you hear that name.”

 

“Unless you like hearing myths.”  

 

Mickey turned to his partner, frowning at him once again. Oswald rolled his eyes. “Don’t give me that look, Mouse. I’m not saying the town isn’t real. It’s just odd you don’t see much proof of its existent, only a couple photos and a pointy-tail lunatic that almost became road kill.”

 

“Sounds like enough proof to me,” Mickey retorted.  “And do you really have to call him names? How would you like it if I called you Cotton Tail or Long Ears?”

 

Oswald huffed. “You wouldn’t dare.”

 

“Maybe I would.” Mickey taunted.

 

Cuphead looked out the window for a moment, squinting to see past the patterned glass. The laughter was much farther now, but he could still hear them. Like a fly buzzing around his head. It irritated him, but it also terrified him.

He pictured Mugman again, this time in his shoes. Stuck with a couple of bickering strangers. Confused. Lost. Scared. And miles away from your brother. What would Mugman do in this situation? Cuphead sucked in a deep breath.

 

“Let me go with you.” He blurted out.

 

The Disney stars stopped whatever they were arguing about and looked at him with shared puzzled expressions. Cuphead flustered on what to say next. He was never good at asking for help. Heck, he never thought he needed it, knew how to take care of himself in any situation…except this one…and when he’s drunk. After moments of awkward silence, Cuphead looked down with a heavy sigh. “I have family in Moldenhauer, that’s near Disney, right? I’ll help you find this Bendy if you let me go with you.”

 

A flicker of concern flashed crossed Mickey’s face before it fell to sympathy. “What made you think we were going to leave you here? Of course, you can come with us.”

 

 Cuphead blinked. “Huh? Really?” He turned to Oswald to see his reaction. The rabbit was just as surprised.

 

Mickey ignored him. “The more the merrier, aha!”

 

Cuphead didn’t know what else to say. He thought, being that he was a stranger to these guys, he would have to show them he could be trusted. That's what Toontown was like, no one trusted each other off the bat. There was always questions to be asked, favors to be made, and everyone had an attitude when they felt their time was wasted. Then again, this wasn't the same Toontown anymore. The rules are different now, so maybe people will be different too. Maybe they'll be more like Mickey. 

Cuphead smiled his gratitude. 

_‘I guess the rumor about Disney is true, they are very friendly. Well, most of them.’_

By the look on Oswald, the rabbit had different thoughts. He opened his mouth to speak, but a soft humming noise silenced him. Simultaneously, the three toons turned to the windows and went quiet for a moment to take in the sound. “You guys hear that, right?” Oswald whispered.

Mickey went running to the door, not opening it but pressed his face against the small four-square window to see out. “Yeah. It sounds like an engine.”

 

* * *

 

Felix twisted the throttle of his yellow-patterned scooter, lurching him and his passenger forward from the sudden acceleration. They zoomed through Morris St., then Bakers Avenue, and came near the neighborhoods where the roads were clearer.

 “Head for the suburbs.” His passenger shouted and points to the tops of houses in the distance. He was a demon, slightly smaller than Felix, but a normal toon with the same determination to survive.

Felix took a wide turned at the next intersection. They went down a street he was unfamiliar with but was a least a little quieter. It seemed like no matter where they went, the haunting laughter never ends.

**Notes for the Chapter:**

> Next time, Felix and Bendy


	4. Another reason why traffic sucks

**Notes for the Chapter:**

> Apologies for how long these are taking me. As I stated last chapter, I've been spending my free time trying to get a cosplay done for an upcoming convention and been everywhere looking for supplies except in front of my computer.

The scooter pulled into the driveway of a beige two-story home. Felix waited for his passenger to slide off the seat, then killed the engine and propped the kickstand.

 

He looked out down the extra road ahead of them. Rows of houses lined the streets, most with cars missing from their driveways, trash cans still on the curbs, and blinds pulled over their windows so you couldn’t see the inside. Besides them, no one else, normal or inkfected, roamed the street. Should this be concerning, he was unsure.

 

All he could think at the moment was how blissfully indistinct the awful laughter was now that they were farther away from the city. Away from all of them, away from the destruction. Though not far enough to turn a deaf ear to the sounds, he felt safer out here.

 

Felix looked back at the house they picked and saw his new friend--Bendy, he called himself--staring up at the second story windows. He bared a grim expression as though he saw someone peeking through the blinds behind the glass. As though he was questioning what they were about to do was still considered illegal or morally wrong.

 

Whatever he decides they should do, Felix already made the decision to go along with it.

 

He trusted his new friend to make the right choice because he knew he was a good toon underneath the horns. He wouldn’t have saved Felix’s life if he wasn’t.

 

* * *

  _Yesterday_

 

It was precisely fourteen hours ago when the chaos started. Felix was already on the road, pumped with caffeine for an all-night trip back to Sullivan. He was looking forward to seeing his mate, Kitty Kat, after a long week apart. Inside his trusty yellow bag, he had a bouquet of red roses wrapped together with a pink ribbon. Something special he picked out  to surprise her as soon as he was back home. He couldn’t wait to see her bright smile when he hands them to her.

 

Towntoon traffic was the usual struggle. Like it is all day, every day, congested and rough. As cars sat bumper to bumper, impatient drivers slammed on their horns and shouted at one another as if believing insults and hand gestures were the keys to making traffic move faster. Felix ignored it as much as he could, and while he sat amongst the sea of cars, he daydreamed a lot about his next date with Kitty.

 

 _Maybe a picnic in Sullivan park?_ He thought.

 

Kitty could make her delicious baked ham, and he’ll bring a couple of baguettes to make sandwiches. Afterward, they could take a long stroll around the lake, hold hands and talk about what’s new in their lives and plans they’d like the make for the future. They could stop by his favorite snack vendor when they reach the park’s sculpture displays, admire the artwork while enjoying ice cream together, her choice. Then to end the day, he’ll rent a boat for them to ride across the lake and watch the sunset over Sullivan city. Yeah, that sounded like a good date. Though any day just being by Kitty side was special to him.

 

“Move It!”

 

The blare of an angry car horn shattered the images in his head. Felix startled awake from his daydream, the fur along his spine stands on ends. He gave a cursory glance over his shoulder. The taxi driver behind him was yelling something he wouldn’t repeat. Turns out, the vehicle in front of him had moved up, and Felix was holding up cars. Embarrassed, the cat lowered his head to hide his bright pomegranate face and moved his scooter up until his front wheel was an inch away from touching the car in front of him.

 

“Sorry!” He shouted. Then cringed when the insult came again, sticking him like a knife. Disregarding it, he kept his mouth shut and eyes focused on the road. Though not a fan of foul language, he wasn’t the type to hold a grudge. While also having the patience of a saint, he understood the stress and frustration that comes with living in one of the biggest and busiest cities across the land. Everyone was just trying to get back home to their families. So was he.

 

No sooner had he ignore the insult than he heard another car horn and more yelling. It came from somewhere ahead of him, possibly from the left lane. Whatever was going on, had turned into a ruckus of one man screaming incoherent things like a crazy person while he bashed on the car horn over and over. Was someone having a breakdown?

 

Felix’s little scooter was sitting in the right lane, stuck in between a big SUV and a taxi where he couldn’t see anything over the sea of cars, but the sounds he heard didn’t sound good at all. Like a half shriek half choking noise. It seemed almost unnatural. Felix looked around him and noticed he wasn’t the only one acknowledging the hysterical screams. A human couple on the sidewalk were on their tip-toes, their necks craned while they angled cameras in the direction of the sounds. Their expressions were unreadable, but their movements were hurried, eager to get the perfect photo. Tourist.

 

The boyfriend was taller and had the advantage of a better view of whatever caught their interest. However, the longer he stood there, Felix noticed the more nervous he got. First, his eyes went wide. Then dabs of cold sweat poured down his temple and rolled under his chin. A few moments later he started to visibly shake; the camera trembled in his unsteady hands. His chest began to heave in and out, his breathing picking up. The girlfriend, long given up on catching anything with her camera, pestered him to see his pictures. The boyfriend swiftly grabbed her hand. He spoke frantic and sufficiently loud that Felix could hear him.

 

“Let’s get out of here!”

 

The girlfriend squeaked in surprise but allowed her boyfriend to pull her away. The couple darted down the street, and they disappeared around the first corner they crossed.

 

 _‘Odd.’_ Felix thought. Lifting from his seat, he tried to see anything over the hoods again but couldn’t. He frowned. ‘ _What the heck did he see?’_

 

When he thought the night couldn’t get any more ominous than that, the taxi driver from before all of a sudden emerged from his car and took off running. Then the driver and passenger of the SUV abandoned their vehicle, sprinting away like the Devil was on their track. In the middle lane next to him, he saw a rabbit balled up in the front seat of her station wagon, the look of absolute terror on her face. Her shaky fingers fumbled with the phone in her hand as she tries to call, who Felix assumes, was the police. That’s when he got nervous and was looking at two options: Quickly find a way to squeeze through traffic and get the heck out of there or pack the scooter and travel by sidewalk. The latter was the favorable choice but would take time to get done. It didn’t matter anyway, because before he even had the chance to act on either of the options, a dark shape landed on the hood of the station wagon.

 

Felix cringed. Never had he heard anyone scream louder than the poor rabbit in the car. He almost revved up his scooter, reconsidering leaving the road himself, but he knew he didn’t have the space to maneuver around the SUV or the speed to pass the first bump onto the sidewalk. Unless he pulled a move that would cause a some damage to him or one of the cars, his scooter was stuck the extent that he could see.

Felix glanced back at the rabbit. She was gripping onto her car seat and propelling herself back as though trying to fuse into the fabric. A monster, a dark, blob, inky monster, hissed at her through the front window. Felix could make out the odd shape of its drooping head under the street lights; it’s mandible hangs parted from its ink skull and flaccidly swings as it moves. The monster had high wide shoulders and thick arms the size of tree limbs. Its long torso curves and contorts while the lower half of its body--nothing more than an ink puddle--spreads over the hood of the station wagon.

 

Felix sat silently on his scooter, his mouth hung open, his eyes vast and transfixed on the hideous thing. He watched as it abruptly slapped a dark hand across the car’s front window and left an ink trail wherever it dragged. Thick branch-like fingers tapped against the glass. _Tick tick tick_.

Felix’s heart thundered the same rhythm. The rabbit cried even louder. The monster moaned and hissed, demanding to get in the car. The sound of tapping nails amplified. **_Tick tick tick._** Panic-driven, the rabbit lunged for the door handle.

 

“Wait, don’t!” Felix shouted, suddenly finding his voice. He had no idea what the hell was happening right now or what this thing wanted from the poor toon, but instinct told him if she leaves the car she was done for. The rabbit bolted out of her vehicle anyway, screaming as she did. In a twist he didn’t see coming but realized it was his own fault, the monster didn’t give chase as she ran off down the road and weaved between cars. Instead, it’s glowing eyes fixed on Felix.

**Notes for the Chapter:**

> More Bendy and Felix next chapter


	5. One hell of a night for a little cat

**Summary for the Chapter:**

> Continuation of Felix's flashback.

**Notes for the Chapter:**

> Well, this took longer than I had liked lol. 
> 
> Happy Fourth of July Everyone!  
> If you don't celebrate: I still hope you have yourself a great day!

That was his cue to leave. Felix planted his foot on the ground and gave a good hard kick, pushing his yellow-patterned scooter in reverse. Harshly, his back wheel struck the taxi, and with just enough force to push the car back into another vehicle right behind it. Felix hunched his shoulders and winced when he heard a hollow thump. _‘Apology notes later. Leave now!’_

He twisted the scooter's throttle, took a sharp turn around the SUV, then drove over the bump leading onto the pavement. Lack of legs didn’t stop the monster from making an attempted lunge for him. In fact, it moved horrifyingly fluid for what it was, using its arms as its legs to bend its unshaped form then its strength to vault off the station wagon. Its great shadow cast over Felix as it sprung for him. It would have got him, probably flatten him on the cement with its weight had he not moved out of the way in time, much like how a hand swats the life out of a dazed fly.

The blob monster shook the pavement and everything else upon landing. Felix glimpsed over his shoulder and saw the indent it made on the cement. “Oh, stars.” He uttered. How in the world did a blob of ink do that?

He suddenly felt like a very small bug compared to this abomination. That initial shock bugs feel when the ground quakes under their little feet and the wave of panic that urges them to run in any direction away from the danger, it was the same terror crawling up Felix’s spine, making his fur stand on ends and his heart beat in his head. He sped up and kept going.

Somewhere, a block or two away from where he was, something exploded. Felix flinched. The yellow-patterned scooter nearly swerved out of his control. Behind him, he heard the monster roar. Then more terrified screams. Sirens, car alarms and fire alarms blared through the air. Humans and toons were running in all directions. Felix kept onward, tearing down the sidewalk in spite of it all. _‘Don’t look back!’_ His brain screamed, _‘keep going!’_

Subconsciously he wanted to know _‘What the heck was going on!?’_  

Suddenly a toon stood in his path. Hurt and needs medical attention, Felix assumed this from the way they unsteadily zigzagged out of a floral shop. As the cat seized the handbrakes and skidded his scooter to a halt, the toon turned around to reveal his ink-stained maw and cried. **“W-Why?”**

It was a dog, one of those breeds with floppy ears and unruly hair. A terrier, maybe? He was wearing grey suit pants and an expensive matching jacket with gold buttons, all unfastened. A wrinkled white shirt and a navy-blue clip-on tie on the collar. He looked like your type of businessman that comes to your door selling the latest fad. Possibly just got off work when he had the thoughtful idea to stop by the flower place to bring something home for the spouse. Poor spouse was probably worried sick about him right now.

 

  **“Why are you looking at me like that?”** The toon cried again. Felix could see the dark stains all over his hands. Looking it at made his stomach ill. “I don’t mean to be rude.” He squeaked.

 

The dog glared at him. Then grinned madly at him. A trickle of the same ink substance leaked from his left eye duct. **“Don’t look at me like that,”** The dog said, with a hint of laughter bubbling up his throat. **“I’m not crazy! You’re crazy!”**

“What? I didn’t—” Felix tightens his grip on the handlebars, fingers ready on the twist throttle. He knew on some level; this dog was a danger, but the kind-hearted toon inside him still had to ask. “Do you need help?” and add, “I have supplies that can help if you’re hurt.”

 

The dog grabbed a clump of unruly salt and pepper fur from the top of his head and pulled, going completely mad. **“NO! You’re all crazy! I won’t let you get me!”** He screeched. There was an awful ripping sound.

 

“Hey, don’t do that--!” Felix began, but it was already too late. The dog had torn out a good chunk of his own fur, leaving a bright red bald spot on his head. He unclenched his stained fists to let the patches drift out of his hands into the wind like dandelion seeds in spring. Blood welled from the injury. Red sweat drops flew around them as the dog shook his head, screaming some more.

 “ **I won’t let you get me! I won’t be like the others! I won’t! I won’t! I won’t!”** He lunged at Felix. The instant he did, the engine of the yellow-patterned scooter roared back to life, and its wheels tore down the sidewalk once again. Behind, taunting laughter could be heard. Then the horrible screech of two cars colliding. Felix fought the urge to look over his shoulder as another explosion went off. All he was going to see was destruction. _‘Stars! What in the world is happening to Toontown?’_

 

At the next corner, he turned the handlebars and took a sharp right turn down another road. He had no idea where he was going or what to do next. Be this his first week in Toontown; he didn’t know the streets all too well. His memory stretched as far as the little shops and cafes he’d ventured around Lion’s Heart Hotel—the place he stayed at for the past week—and the main road that leads to the bridge out of the city. The rest of the city was a mystery to him, even _more_ now, now that smoke and debris chokes the air and abandoned remnants of wrecked vehicles clog the roads, cloaking the vision of what used to be Toontown. The city had become a madhouse, and he was a lost cat in a maze of chaos.

 

Felix grimaced. He realized he could smell a pungent chemical in the air and his immediate thought went to the blob monster. However, when he glanced over to his left, he saw something different that made him slow down.

 

Humans? Maybe? They had a similar appearance to humans, cried out for help like humans. One held onto the right arm of another while a boar in a yellow construction-worker getup had seized the left arm. Much like the dog, the boar had ink substance on his hands and face. And much like the blob monster, the ‘humans’ were coated head to toe, clothes and all, in the same stuff. Though they were much smaller than his former attacker, the ‘humans’ bared similar unnatural features and deformities. Most noticeably, the impossible to miss glowing eyes in the night.

“L-Let go of me,” The ‘human’ being pulled between their friend and the toon, pleaded. “Let go! Please!”

 

“Stop it, man, let her go.” The other ‘human’ demanded.

 

But the boar didn’t heed, he instead laughed at them, his voice high-pitch and maniacal, and spewed crazy gibberish out of his pig mouth. The 'human' being tugged cried as she fought. Her friend cussed like a sailor at the boar. They pleaded some more to no avail.

 Felix thought about jumping in to help. He thought about his bag of tricks hanging closely on his shoulder and what magic it could do to stop this. Then another explosion from behind, the loudest one yet, reminded him he should be running.

“Sorry” Whispered Felix, and was giving the sight before him one last overlook before leaving when something latched onto the back of his scooter. Before he knew it, he was flying through the air, an acrobat spiraling in the wind. Then came crashing on the pavement.

Felix’s back hit first and knocked the breath right out of him. He bounced once off the sidewalk before rolling several times, skinning his arms and legs along the way. He heard the scooter slide past him, not far from where he had stopped, and out of his peripheral vision saw the trail of sparks. Felix tried to push himself up, but it hurt to move. It hurt to do anything. Everything felt awful. For a moment he laid there on the sidewalk and did nothing, waiting for the pain to ebb.  

 

He heard laughter approaching him. **“Aww poor little kitty~”**

 Felix looked up and saw yet another victim of the mysterious ink. A bear this time, wearing a tie and a ridiculously small trilby on his head. The bear showed his mouth full of sharp teeth at Felix. In his right hand, he held up the broken rear-view mirror that belongs to his scooter. **“Did you have an accident?”**

Felix stared at the broken piece then up at the bear. It registered in his brain that this toon had thrown him off his bike and was likely here to kill him. Or worse. Turn him into ink? Instinctively, he reached for his bag-of-tricks only to realize it had flown from his arm during his tumble and was lying somewhere he couldn’t reach. He struggled again to get up. Every sore muscle screamed against it.

 

 **“Poor poor wittle kitty.”** The bear snickered some more as he stepped toward Felix. Felix responded by crawling away, but it was hopeless. The bear was much larger and much faster than him, he was overcome by the shadows alone before the toon was looming over him. Large stretched claws aimed for his throat.

 

Terrified, the cat did the first thing he panic brain could come up with. He curled himself up in a ball, his fingers intertwined over his head, and shook.

 _‘I’m going to die,’_ He thought and screwed his eyes shut. He let his mind flicker over to Kitty’s smile and the faces of all his friends back at Sullivan. Though some part of him feared that they were in trouble, that…whatever is happening here had to be happening everywhere, he wanted to believe Sullivan was fine and was still the same as he left it. In his mind, his friends were safe.

  _‘Goodbye everyone,’_

 

Felix could hear the bear laughing at him again, and then, something else. Someone running?

There was a hefty _thwack!_ Then a corresponding roar of pure rage, followed by another _thwack_ to silence it _._ The concrete shook as something heavy struck the ground. Felix waited a moment before peeking his eye open. The first thing he saw was the unconscious bear sprawled out on the sidewalk. His head was turned to the side, facing Felix, and had his tongue lolling out of his ugly mouth as drool and ink leaked all over the pavement. Twinkling stars danced around the two basketball size lumps on his head. 

The second thing Felix saw was the small mallet-wielding demon approaching him. For some reason, this didn’t startle him.

“You alright?” The demon asked. The first composed voice he heard all night. Felix wasn’t quite sure how to respond, he was still in great shock at what had just happened. So, he just nodded.

* * *

  _Present_

 

The cat and demon remained with each other since, abided by a rule they learned quickly in this new world: never travel alone. Had Bendy not showed up to save his life, Felix was positive that laughing loony would have got him. And if—by some miracle sent from the divines—he had survived that attack without him, went off on his own and started his own journey without the company, something else would have got him later. He was sure of that.

 

“What’s the matter?” Felix approached his demon friend who hadn’t moved from the walkway or tear his eyes away from the windows.

 

Bendy shifted a quick sideways glance. “Nothing. Just a bad feeling,”

 

Concerned, Felix looked upward. “That doesn’t sound like nothing. Should we pick a different house?”

Bendy shook his head. “There’s no car in the driveway and the lights are off,” he said. Though the way he said it sounded like he was trying to convince himself more than Felix. “We only need a few supplies. If we’re quick, it should only take us a half hour. Maybe less.”

 

“What about shelter?” Felix suggested, recalling the last time they had a break longer than 5-minutes, which was many hours ago. It felt like days.

 

“We’ll find shelter elsewhere…there’s something eerie about this neighborhood and it’s making me uncomfortable.”

 

Felix looked behind them, at the quiet houses and empty asphalt roads promising peace. He couldn’t pinpoint anything that would make a demon uncomfortable. But who was he to question the supernatural.  “Well, alright then.”

 

Bendy looked over at him when he said that. He must have shown some of his skepticism because the demon’s expression was firm. “It’s hard to explain why, you just have to trust me on this Felix. You can’t always trust the quiet places.”

 

“I know,” Felix said, “I know.” and nothing more as he went back to his scooter. He’d hate to sound like a complainer, but it was difficult to recall the last time he had a real nap. Moving from one location to another had proven to be harder than he had imagined. And finding supplies in buildings that weren’t infested with the inkfected was even harder.

When Bendy suggested they search the neighborhoods, the area furthest from the city’s heart, Felix had thought he would finally get a chance to relax for a while. Now that they were here, and the demon wanted nothing more than to grab supplies and get the hell out of there, he couldn’t help feeling disappointed. But also, worried.

 From the story Bendy told him, it sounded like the demon had been running like this days before everything went to hell. While Felix was exhausted, he couldn’t imagine how tired Bendy must be right now. Whatever has the demon spooked enough not to want to rest for even a second, well…it can’t be anything good.


	6. I hear things you don't hear.

**Notes for the Chapter:**

> Reupload. I was told the chapter was posted twice but it wasn't showing that for me. Not sure what happened o.O but I believe its fixed. Thank you for letting me know commentor. 
> 
> Anyway sorry this took awhile. Life's been crazy but in a good way.

Felix dropped to one knee and placed his bag of tricks on the ground to open it. He first pulled out the demon’s mallet from inside the bag and set that aside on the driveway. Then a little blue drawstring pouch with an inscribed ‘S’ in gold thread. Bendy looked at the pouch with great curiosity.

 

“Shrinking Powder.” Felix smiled at the demon. He had the pouch sitting on the palm of his hand, filled to the brim with sparkling magic dust.

 

Bendy looked from the pouch to him, confused. “I know what it is. Why do you have it?”

 

“You said the neighborhood was giving you the creeps, so I thought we should pack the scooter before going inside. We don’t want someone stealing our ride.”

 

Felix reached into the little pouch, pinching only a small amount of the shrinking powder inside. He flicked the stuff at his scooter, waited a few seconds for the magic to do its work, then smiled again as the bike shrunk down to the size of a tricycle.

 

Felix then scooped up the little scooter with two hands, aimed its front wheel over the open mouth of his trusty bag and lifted the back end, so it was tilted and slid easily into the bag’s deep, endless space. “There, our ride is safe with us.” He said to Bendy. “Now I just need something to defend myself.”

 

“I still don’t understand the magic behind that bag of yours. It’s pretty weird.” Said Bendy, and as if to prove this statement, Felix began to demonstrate what else his bag of tricks can do. He pulled the bag’s yellow fabric from both its ends and the bag easily stretched, folded and shaped like it was made from a wad of putty for Felix to mold. As Bendy watched from the stone-step walkway, Felix created a yellow baseball bat out of his little bag of tricks and proudly slung it over his shoulder like a professional player. Surprisingly the fabric didn’t tear.

 

Bendy was amazed. “Where in the world did you get this thing? At a Disney black market?!”

 

Felix burst into laughter. “Of course not, that’s silly! The bag is magic, not cursed. Not to mention everything sold at the market is highly expensive.” He shook his head. “Honestly I can’t tell you where I got it or how it works because that’s a secret I promised to keep. You should see what else it can do though!”

 

Bendy went to pick up his mallet and held it in the same manner as the cat, looking like a couple of rebels ready for trouble. Together, they started up the walk to the front porch. “Can it turn into a house key?”

 

“It can, but I would need to replicate the real key for it to work like one.”

 

“Hmm, no way we’re finding the real one. We can throw that idea out the window.” Muttered the demon. Chances the house happens to be unlocked were minuscule. The blinds in the front windows were pulled and turned shut. That alone was a telltale sign that whoever lived in this house either didn’t want to be seen by the outside world or they weren’t home at all. Likely the latter, because there was no car in the driveway either. But before they try anything, Bendy had to be absolutely sure the front door was secured. He grabbed the knob as soon as they were standing on the porch and twisted it. Locked. “We’ll have to stick with my other plan then. Lockpicking.”

 

Felix gave him a strange look. “You know how to pick locks?” 

 

A sly grin broke across Bendy's face. Felix wasn’t the only one who had tricks. “A friend taught me how to do it. It’s a lot easier than it sounds and the skill definitely came in handy over the years. I can stealthily pick any lock, and no one would know something missin’.” It took a long second for Bendy to acknowledge what he had said and how bad it sounded. He backpedaled. “Oh! Don’t take that the wrong way, I’m not a thief or anything.”

 

Felix furrowed his brows at him. “We’re about to break into someone’s house and take their food. I’m sure that’ll make both of us thieves, Bendy.” He said, solemnly. 

 

Bendy opened his mouth to protest, but a long wordless breath came out instead. This was true. No matter how he looked at the situation, breaking into a home to take things that weren’t theirs was still stealing. Thus making them thieves. “You know what I mean. Yeesh. Don’t make me feel bad already; we haven’t broken in yet.” He deadpanned and rubbed the back of his neck. “It’s either a house, or we try our luck with the swarmed supermarkets.”

“Houses,” Answered Felix, so quickly and without hesitation. It was almost comical. “Definitely the houses.”

Bendy chuckled. “I agree. That’s why we’re here and not running through the ink maniacs at the Whole Foods Market.”

 

They took turns doing their best to see through the blinds in the front windows, then peeked through the little peephole in the door. If they were hoping to see anything inside, it was a fruitless effort. The house was as dark as night and silent as a grave. While they were doing this, Bendy was wondering how many whacks from a mallet it would take to bust down the front door and wake up all the inkfected possibly waiting in the darkness. Just something to think about. “All we need to do is break in, get what we need, then get out.” He said. “We need only enough to survive a few days in Toontown so we can find my group and maybe save any more survivors.” Throwing his thumb over his shoulder, he added. “Then we all get the heck out of Toontown.”

 

 “Sounds simple.” Said Felix, through a stifled yawn. The poor cat was dead beat, Bendy could see it on his face. “But it’s not. Is it?”

 

Bendy slouched, feeling drained by his own fatigue. He flashed Felix a small smile to keep up his spirit. “It never is when you want it to be. Nothing we can do about that though. What we can do, however, is keep our chins up and keep ourselves from going ink-sane.” Felix didn’t smile back, not even a little, nor did he reply. He looked way too tired for more banters. Bendy wouldn’t blame him; he was pretty exhausted himself. He’d do anything for a nap right now, but something was telling him here was not a good place for one. It was a nagging voice he didn’t quite understand. Like a little Jeremy Cricket inside his head warning him this place is unsafe but won’t give any clues as to why. Usually, these voices were right.

 

 _‘Quit the talkin’ already. I’m beat, and you’re losing your mind.’_  Is what Bendy imagines Felix was thinking with those tired eyes. They stared at each other for another awkward moment before deciding it was time to start breaking some laws. “Right. Let’s get this over with.” Bendy placed his mallet against the house and was about to reach inside his left shoe for something when Felix suddenly cried out “Bendy, wait!”

 

Alarmed, he whirled around. His left hand snatched the handle of his weapon but didn’t lift it into a fighting stance just yet. Oval eyes scanned the yard first, carefully searching for any inky blobs and hideous laughing toons that shouted dangerous to him. There was none. It was just him and just Felix. He turned to the cat. “What is it?”

 

Felix held the bat close to himself. “I just thought of something. What if this is a trap? Someone could be inside waiting for us to break in.”

 

“Then we knock them out before they can inkfect us—”

 

The cat shook his head vigorously. “No, I mean someone normal.”

 

“Oh” Bendy relaxed some as he realized they weren’t in any danger. Yet. “Well, if they’re not hostile I’m sure we can talk something out.”

 

Felix hesitated. “And if they are?”

 

“Then we—” Bendy paused a moment to think how to answer that. It wasn’t that he hadn’t considered the probability they’ll have to fight others, they just haven’t confronted those kinds of people yet. They were bound to cross some eventually. Once desperation and paranoid mix in, more people will start revealing their ugly side. Greed will overtake compassion. And if it wasn’t happening already, the survivors in Toontown may even begin to act violently.

 

Bendy shivered visibly as memories of Drew suddenly come flooding back. He finished his thought. “We’ll think of something when we cross that bridge,” then went back to what he was doing, kneeling on the porch to reach inside his left shoe. Cut in the leather interior was a small pocket and inside it were two stashed paper clips he kept for opportunities like this one. One paper clip was bent in a 90-degree angle, while the other had been unraveled and straighten out.

 

“Keep a lookout while I get us in. This neighborhood is still giving me major creeps.”

 

Felix still looked troubled. Bendy could tell he wanted to say something else, but with a curt nod, he did as asked and went on guard.

 

The demon went to work on the lock.

 

After years of practice on bedroom doors, hidden safes and locked gates, the steps to lock picking were so engraved into his memory he could probably do it with his eyes closed just to show off. It really was a useful skill to know, especially now. While the city falls apart, he has almost every access to a hidden and secured location at his fingertips. He ought to remember to thank that friend for teaching how to do it. If he sees him again, that is. Hopefully, he’ll see him again.

 

 _‘Don’t think like that, of course, you will!’_ The demon scolded himself. _‘And you’ll see Alice again too. Boris as well, and everyone else.’_  It’s been three days since he last saw all his dear friends. To say he was worried sick about them would be an understatement. Underneath the mask facade he wears so well, he was a worried wreck.

 

The door gave an audible click as the last tumbler was pushed into place. Bendy turned the lock all the way to the right using the paper clips, then nudged the door open with his shoulder. He whispered to Felix. “I’m in. Get your bat ready,” and picked up his mallet. The toons cautiously stepped inside the dark house, their weapons up and ready. Bendy went in first. Felix came in behind him, closing and locking the door before catching up.

 

“I can hardly see anything,” Felix said when they found their way into the living room. There was a strong but pleasant smell of floor cleaner and strawberry scented air fresheners, a smell that a bit reminded Bendy of the bakery he and Alice used to visit a lot down the road of his place. It would seem the house owner wanted to finish some fall cleaning before high tailing it. “Where’s the light switch, maybe the neighborhood still has power.”

 

“I wouldn’t bet my money on that,” Bendy said.

 

“Let’s open the blinds then, get some light in here, so we’re not stumbling into everything.”

 

“I don’t know Felix. That doesn’t sound like such a good idea either.”

 

“Why not? We’re not going to find anything in this darkness. Besides, you said we’re not staying for long so…” Felix walked over to the windows and yanked the cord that drew the blinds back. Daylight quickly filled the room.

Bendy hissed at it. “Ah, the light. It burns!” He threw his free him up, dramatically, and slowly fell to his knees while making guttural choking noises. “I-I can only s-survive in darkness…” Bendy croaked a fake dying breath. Then with a loud gasp, he dropped to the floor (pretend dead) with his eyes crossed and tongue sticking out.

 

Felix playfully rolled his eyes. “Still got your humor, after all that’s happened, huh?”

 

Bendy shrugged from where he laid. “I like to think I still do. I could just be going loony from exhaustion.”

 

That made Felix chuckle. Just a little. Then he stopped, and his face fell into troubled lines. “Are you sure we can’t rest here? We don't look so good.”

 

 _ **No. Not safe.**_  Came the disembodied voice, the little Jeremy Cricket in his head. Bendy shivered. Yeah, he’s gone loony alright. Bendy picked himself up from the floor. “We can’t Felix. I promise, at the next stop—”

 

“We might not make it to the next stop in our conditions. This is crazy, Bendy. We're going to die out there.” Cried Felix, with such distress in his voice it made the demon wince. Poor Felix, he’s been through a lot already. There were dark weary-rings around his eyes. Bruises and cuts on his face. A ripped and soaked piece of dining cloth was wrapped around his right calf. It was the only thing they could find to stop the bleeding when they were hiding in a mini restaurant.

 

Bendy felt awful for pushing the cat this much, but he had to. They had to keep moving, it wasn’t safe to stay in one place. However, Felix was also right. If they keep pushing like this, they’ll eventually collapse. Then what will happen? Will an inkfected get them? Turn them? or will they have the bliss of dying before they’re turned? Bendy shifted uncomfortably where he stood. This dilemma was making his chest feel constricted and full of glass. He doesn't want to die, and he's pretty damn sure Felix doesn't want to either. Maybe…just maybe, the exhaustion was making him hear voices. Maybe it’ll be fine if they rest just for a little while, and if they took turns keeping watch—

 

The voice came again, growling this time.  _ **Not safe.**_

 

Bendy firmly shook his head. “We will make it.” He said. “Just hang on a little longer, ok? I don’t feel comfortable staying in this house.” The little voice didn’t; actually, he was only listening to its warnings. “Do you trust me?”

 

Felix almost sounded offended. “You saved my life, of course I do.”

 

Bendy blinked. He didn't expect to hear more than a simple yes or no response. He knew Felix was thankful for the rescue but hearing him say it like that made the demon wonder what would have happened if their encounter was different.  _Would have Felix still trusted him?_   Pushing the 'what if' out of his mind, Bendy spoke. “Then trust me to get us to a safer location, where you can rest for as long as you need. Trust that we will survive a little longer. Please?” A deep silence fell between them for a moment. Felix sighed, weary and defeated.

“Alright. I trust you.” he said. 

 

Bendy looked at him with a grateful smile. He felt like the worse partner in the world, but this was for their own safety. At least, he thinks it is. “Thank you. Come on, let’s go to the kitchen.”

 

Fortunately, the kitchen wasn’t too dark. Two glass windows—one was over the sink, and one was over a little dining table—helped brighten the room a bit and gave them enough light to see their footing. They started their scavenger hunt with the kitchen pantry. Everything food item was plucked out, bags and cans that would last them days in this crazy city and placed in an unorganized pile on the dining table. There was a tacit understanding of the plan. Once they were done gathering what they needed, it was all going into Felix’s magic bag of tricks. Though his pride won’t let him admit it out loud, the demon was a teensy-weensy bit jealous of the cat. If only he had a magic bag that pulled tricks when he was still Drew’s number one star. The shows he'd put on would have been remarkable.

 

When they were done raiding the pantry, Bendy moved on to searching the fridge, mostly out of curiosity. Its power was out, as he expected. There wasn’t much to find anyway. A milk carton, leftovers (looks like ravioli), two eggs, condiment bottles and a couple of yogurt containers that would soon spoil. Nothing they could salvage.  

 Bendy looked down at his stomach, hearing it growl a reminder that he hadn’t eaten since yesterday. They couldn’t sleep at the moment, but a quick lunch break wouldn’t hurt. “We need to eat something. Could be hours before we find a haven.” He said aloud, mostly to himself and to the little voice in his head, as if the voice was going to give its approval. It mostly barked warnings at him that were questionable. But Bendy was wearier than ever, and he was already convinced he was losing his mind. So why not talk back to the voices?

 

The demon heard his stomach growl a second time and made his decision. “Yeah, we’re eating. No ifs, ands, and buts.” He closed the fridge and was about to announce this when he discovered Felix missing from the kitchen. His bag of tricks was still on the table.

 

“Felix?” Bendy called out, only to receive silence. Strange, the cat didn’t say he was going anywhere.

Remaining calm, he called a little louder. “Felix?” The result was the same. And then he heard something that made his heart miss a beat. It came from the second floor—a dull thud of something or…someone hitting the carpet followed by more silence.

Getting anxious now, Bendy grabbed his mallet and cautiously stepped out of the kitchen.

 

Something was wrong.

**Notes for the Chapter:**

> Next Chapter: More Bendy and Felix, then back to Cuphead, Oswald and Mickey


	7. Rey

**Notes for the Chapter:**

> Not much happens in this chapter, unfortunately. I've been heck-a busy lately. But I do have some news at the end note. Be sure to read it*

_What if this is a trap? Someone could be inside waiting for us to break in._

It was as if all the air had been sucked from the house as those words sank into Bendy’s mind and he held his breath. Someone was upstairs. There was no mistaken the sound he heard, and a horrible feeling in his gut with telling him it wasn’t just Felix, but someone else.

Bendy precede through the first-floor hallway, cautiously watching his footing with every step. His movement was slow and light. The demon didn’t want to be heard if there truly was a second party in the house.

_‘Dang it Felix, I swear if you’re captured or dead...’_

As he entered the living room, the mallet resting on his shoulder was immediately switched into a two-handed grip. The blinds, the furniture and everything else were still in the same position as they left it, but the stairs were also right there in the living room and someone could come running down at any second. He had to be prepared for that. And if Felix was in trouble, he had to be ready to fight as well.   

_‘Stupid stupid stupid, why didn’t we check the second floor first?’_

He blamed himself for their recklessness, after everything they’ve been through last night—what they’ve witnessed, you’d think he’d take Felix’s concern about traps a little more seriously. Instead, he fooled around and was more worried about getting what they needed than they’re actual surrounding. Way to go. Idiot.

 

**_Leave._ **

****

The voice in his head was sharp and demanding. Bendy made a face. The mental connection he made with this…thing…was going to grate on his nerves. He’ll listen to it, but not without Felix. No way he’s leaving him behind, so it can shut up right now and let him find his friend. Too bad there wasn’t an off switch.

 

**_Not safe. Leave._ **

 

“No, not until I find Felix” Bendy told it, so quietly he could barely hear himself. He was standing at the bottom of the stairs now, peering up at the second-floor landing. There wasn’t much light from the upstairs hall. For a moment, he thought about making a loud enough noise to scare out whoever was up there but held back as he thought over how that would play out. One stupid mistake was made already; he didn’t need to make another.

 

 ** _Leave!_** The voice continued, growling in his head like an angry parent demanding obedience. “No,” Bendy snapped back, a little louder than he had liked. “I said not until I find Felix.”

 

Then he heard it again, a sound from the second floor. Bendy identified this one as a door shutting and immediately tensed up. Staring up at the staircase, his weary imagination began to create the worse thing imaginable at the moment to come walking down those steps: Felix, reeking of ink and laughing like a mad toon. Bendy imagined Felix's cloth-wrapped calf covered in ink stains, and his eye ducts and his cheeks and all his teeth, corrupted ink consuming its victim inside and out. He imagined Felix with a cruel smile and creepy wide eyes looking for the next prey to infect. Bendy would be that next prey. The inkfected cat would go after him without a clear thought in his head and with outstretched hands aiming for Bendy’s throat. He wouldn’t be the same toon Bendy had the small delight of knowing for the past fifteen hours, and that thought terrified the little demon the most. He’d be alone. Again.

Bendy swallowed nervously, his fears swelled up in his throat. Feebly, he cried out again. “Felix?”

“Bendy.” Came a whisper from behind. The frighten demon jumped and spun around so fast the mallet nearly slipped from his fingers as he swung it through the air. Felix stepped out of the way with hands up. “Hey, watch it with that thing! You gonna hit the wrong guy.”

Relief hit Bendy like a ton of bricks. “Felix,” He cried in a half-whisper pressing a hand to his pounding chest. The cat wasn’t just ok, he was normal. Not inkfected, dead, or hurt any more than he already was. He was the same ink free, coherent speaking, Felix the cat. Bendy wanted to hug him and smack him upside the head; he was so relieved. “Where in the world did you go???? You weren’t in the kitchen, and I heard a noise upstairs and I thought something happened to you and I-I didn’t know what I was going to do and--” Bendy paused to catch his breath. He could feel his heart still thumping like a mad drummer.

Felix began apologizing. “I’m sorry! I should have said something. I remembered we needed first aid supplies, so I went looking for a bathroom to find some. I couldn’t find any first aid, but I did find this in a closet,” He held up what looked like a navy green camping backpack with many pockets. Reaching into one of them, he pulled out a small LED flashlight and turned it on. “It came with other handy things we could use. Cool find, huh?”

Bendy held his hand out as the flashlight beamed in his face. “Yeah, great find. Next time say something if you’re going to disappear on me like that. You scared the jeepers out of me.” 

Felix lowered his head, looking awfully sorry. “I didn’t mean to worry you. I didn’t think I would take that long and when I went back to the kitchen, you were gone.” He said, and then his eyes went to the top of the staircase. “You said you heard a noise. I heard it too but thought it was you.”

Bendy shook his head. “Wasn’t me. I thought something attacked you.”

“I haven’t been on the second floor.”

The toons looked at each other, then at the staircase, then back again, their faces breaking out in cold sweat. Who else was in the house?

  ** _Leave. Not safe._**

“Okay,” Bendy sucked in another deep breath and held the wooden mallet as steady as his shaky hands would allow him. “Stay here. I’m going up.” He made it up two steps before Felix grabbed him by the shoulder.

“Not by yourself, you’re not. I'm going with you.”

“No way, you don’t have your bag on you,” Bendy stated, his voice still low. “Not to mention you’re still hurt.”

“You’re not exactly in great shape yourself, demon.” Quipped Felix, just as quiet. “I can see you shaking.”

“I’m still in better shape than you.”

“Doesn’t matter. Separating now is a bad idea, Bendy.”

Bendy growled. It came out sounding angry than annoyed. “Says the cat who didn’t have a problem leaving me before! Just wait down here, Felix. Or wait in the kitchen, I’ll handle this.”

Felix tightened his grasp on his shoulder and raised his voice to a near shout. “I’m not letting you go up there by yourself. What if it’s an inkfected?”

“ _Inkfected?_ How clever!”

Both toons jumped. Their poor little hearts leaped into their throats. They gazed up at the second-floor landing where they could see a tall and looming figure leaning against the banister. At first, Bendy and Felix couldn’t see who or what was standing in the dim light, but as the figure moved down the steps, slowly and one tread at a time, sunlight from the living room windows began to cast over their features.

It was a red fox. A toon just like them, dressed up in a white button-up shirt, black work pants, and a bright red tie. This knowledge didn’t ease the boys one bit. With mallet up, they backed away until they were entirely off the stairs, and even then, continued to keep their distance away from the stranger.

“Easy fellas,” The fox held his hands up in surrender. “I’m not lookin’ to hurt anyone, and I’m definitely not one of those, er—ink...fected, you called them?”

“Who are you?” Felix demanded. There was a sharpness in his tone that Bendy hadn’t heard before. He shot Felix a quick sideways glance and could tell by the stern expression on his face he was trying to be intimidating. A small cat with no weapon wasn’t going to shake any boots, but the demon could appreciate the boldness.

The fox gave a lazy, slightly amused smile. “Shouldn’t I be the one asking you guys that?”

“We asked you first.” Said Bendy, harshly and while pointing the mallet in the fox’s direction.

Now the fox turned to him only, unsmiling, and raked the little demon head to toe with a curious glint in his eye. “And I was here first; this is _my_ house. It’s only fair.”

“Oh...” Said Felix.

‘ _Oh…’_ Thought Bendy.  _ **'Grrrr**_ **'** Growled the voice in his head.

That quickly ended their bravado. Felix lowered his head while Bendy looked away. Both had a look of shame and guilt on their faces. The fox curled his lip up again. “But since you boys asked so ‘ _nicely’”_ He emphasized sarcastically. “I will start our little introduction. I’m Reynard the Fox, but most folks these days just call me, Rey.”

 

* * *

 

 

“On your left!”

Cuphead tensed as he heard another crackle and spark from Oswald’s handy remote controller. The power was intense and one that continues to remind him of Fenway’s fate. He tries not to wince every time the device made an inkfected scream, but he couldn’t help it.

“Stupid thing still on the fritz.” Cuphead heard Oswald complain and watched him smack the remote against his palm a couple times. “You’re gonna have to finish this up. Another one, three o’ clock.”

“Got it!” Mickey locked eyes with a snarling inkfected raccoon that came charging out of an alley. Fast and gracefully, he defeated the toon with a single swipe of his paintbrush, splattering her face and torso with a glob of blue paint. The magic on the paint was so powerful it knocked the raccoon back before she could even get close to grabbing the mouse. Then sent her half skidding, half rolling across the concrete. Mickey approached the inkfected a moment later and only after it was determined the smack had rendered her unconscious. Oswald followed behind him.

“Dang.” Whispered Cuphead, clearly impressed. For a couple of _friendly_ Disney toons these guys sure knew how to kick ass. Spread out down the sidewalks like breadcrumbs leading back to the café, laid several inkfected toons the Disney stars had knocked out. They fought surprisingly well together. Like a dynamic hero duo in comic books, moving in sync while watching each other’s backs. Cuphead kept his magic sheath but at the ready. He was intrigued in watching them fight and didn’t want to interrupt them. They reminded him how he and Mugman were a team. “You two act like you’ve been through all this before.”

The Disney stars looked up at each other; then Mickey shrugged his shoulders. “Well, kinda.”

“Sort of.” Oswald added. “We went on an adventure together a few years ago that was…a little similar to what we’re dealing with here.” 

“The Wasteland wasn’t THIS life threatening though. We can’t seem to go anywhere without running into an inkfected out here. These poor toons.” Mickey was inspecting the one he just took out, with an expression of deep sadness in his eyes when Cuphead walked up beside him.

The inkfected sprawled unconscious before them looked as young as the others, probably had a family like them, brothers and sisters, a lot of friends. A good life. Now cursed by a liquid that’s used to print newspapers. This was Hell all over again. Heck, worse than Hell even, this was some sort of Super Hell and everyone was invited to its ride of torment and suffering. Cuphead screw up his face, disgusted by the smell and sight of corrupted ink. Yet, as he stared down at the _poor toon_ feeling some sympathy, something occurred to him. He hasn’t seen a single human all morning. “Yeah. Toons. Why are only toons inkfected? Where are the humans?” 

“It’s not just toons.” Corrected Oswald. He was standing at Mickey’s left. “Humans and other life forms can get inkfected too. Last night, we saw a poor woman turn into a glob of ink before our eyes.” Mickey shuddered at the reminder. So did Cuphead because that did sound horrible. “The humans are probably hiding like everyone else. Strangely, it’s only our kind that's going crazy.”

“But, why?”

Mickey shrugged again; his voice going soft. “We don’t know, Cuphead. That’s something we’re wondering ourselves and hoping to find out from Bendy.”

Oswald let out a tired breath. “Come on, enough chit-chat. If we’re going to find the imp, we need to keep moving.”

The trio turned away from the inkfected, leaving her there on the ground like they had left the others. She was safely out of the road and still breathing, that’s all that mattered at the moment. There was nothing else they could do.

**Notes for the Chapter:**

> So some good news. I got a new job! For a position I've been trying to get for a while and will be starting very soon. 
> 
> The bad news, I might have to put this fanfic on a short hiatus.
> 
> I'm back in school and in addition to my new job, a lot of free time will be filling up. I'll still work on the fanfic at any time I can get to it but I won't be posting any new chapter for a while. Very sorry guys T_T Have a great day/night(whatever time it is for you) and I hoped you all enjoyed the story thus far.  
> Oh also, I do check AO3 periodically. If you have any questions about the fanfic or ideas you'd like to share be sure to comment and I'll gladly answer!

**Author's Note:**

> I’m always looking to improve my chapters in some small ways, so if you ever notice the word count constantly changing, thats why.


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